Exhibit 10.1


 





Amendment #1 to Sponsored Research Agreement


 


This Amendment #1 to Sponsored Research Agreement, executed
on November 12, 2014 (“Agreement”), is made and entered into as of December 18, 2015 (“Amendment #1 Effective
Date”) by and between Medgenics Medical Israel, Ltd. (“SPONSOR”) and The Children’s Hospital of Philadelphia
(“CHOP”).


 


RECITALS


Whereas SPONSOR and CHOP desire to amend the Sponsored Research
Agreement to extend the term of the Agreement and to increase the Budget of the Research Program by $6,331,788 for a new total
of $10,807,553;


 


Whereas any capitalized term not separately defined in this
Amendment #1 shall have the meaning ascribed to it in the Agreement.


 


Now, therefore, in consideration of the mutual agreements, promises
and covenants contained herein SPONSOR and CHOP hereby agree to amend the Sponsored Research Agreement as follows:


 


		1.	Section 3.1 of the Agreement is hereby replaced in its entirety with the following:



“Term. The initial term of this AGREEMENT shall
begin on the EFFECTIVE DATE and shall end on the second anniversary of the EFFECTIVE DATE unless terminated sooner pursuant to
Section 2.2 or ARTICLE 9. SPONSOR shall have the option to extend the term of this AGREEMENT through the third anniversary of the
EFFECTIVE DATE by giving CHOP written notice of such extension no later than sixty (60) days before the second anniversary of the
EFFECTIVE DATE. This AGREEMENT may be extended or renewed beyond the third anniversary of the EFFECTIVE DATE only with the PARTIES’
mutual written agreement.”


 


		2.	Invoice and Payment Schedule of Attachment B (Budget) is hereby replaced in its entirety with the attached Invoice and Payment
Schedule of Attachment B (Budget).







		3.	Section 4.b. (Timelines) of the Statement of Work of Attachment A is hereby replaced in its entirety with the following: “Phase
II extends from November 11, 2015 to November 10, 2016.”



 


		4.	Section 4.c. (Timelines) of the Statement of Work of Attachment A is hereby replaced in its entirety with the following: “Phase
III extends from November 11, 2016 to November 10, 2017. ”



 


All other terms and conditions of the Sponsored Research Agreement
not amended herein shall remain in full force and effect.


 


In witness whereof, SPONSOR and CHOP have caused this Amendment
#1 to be duly executed as of the Effective Date.


 


	MEDGENICS MEDICAL ISRAEL, LTD.	THE CHILDREN’S HOSPITAL OF PHILADELPHIA
	By:	/s/ Michael Cola	By:	/s/ Mary Tomlinson
	Name:   	Michael Cola	Name:   	Mary Tomlinson
	Title: 	Chief Executive Officer	Title:  	Senior VP, Research Administration
	Date:	12/18/2015
	Date:	12/10/2015


 


	AGREED AND ACKNOWLEDGED
	BY:	/s/ Hakon Hakonarson
	Name:    	Hakon Hakonarson, MD
	Title:	Principal Investigator, Director, CAG
	Date:	12/09/2015


 








     


     


    

 





Attachment B


Invoice and Payment Schedule Year 2,
Phase 2


November 11, 2015 – November 10,
2016


 


Budget remains the same


 


Invoice and Payment Schedule


CHOP will invoice Sponsor on a monthly basis for work/efforts
completed during the past 30 days. The invoices will be itemized in accordance with staff efforts, supplies and processing services.
Monthly pass through costs of Sequencer lease payments and AWS will similarly be included. The average monthly payments for Year
2, Phase 2 will be $527,649 (with the exception of August 2016) and will be paid through March 2017, not to exceed $6,331,788 in
total.


 


	Date Payment Due	 	Amount of Payment Due	 
	 	 	 	 
	December 11, 2015	 	$	527,649	 
	January 11, 2015	 	$	527,649	 
	February 11, 2016	 	$	527,649	 
	March 11, 2016	 	$	527,649	 
	April 11, 2016	 	$	527,649	 
	May 11, 2016	 	$	527,649	 
	June 11, 2016	 	$	527,649	 
	July 11, 2016	 	$	527,649	 
	August 11, 2016	 	$	254,573	 
	January 11, 2017	 	$	527,649	 
	February 11, 2017	 	$	527,649	 
	March 11, 2017	 	$	800,725	 
	 	 	 	 	 
	Total Year 2	 	$	6,331,788	 



 


Unobligated funds from the previous budget period can be carried
forward into the new budget period.